8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 22, 2014

BSD MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-32526	75-1590407
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2188 West 2200 South

Salt Lake City, Utah 84119

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code:  (801) 972-5555

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement

On June 22, 2014, BSD Medical Corporation (the “Company”) entered into a termination agreement (the “Termination Agreement”) with MLV & Co. LLC (“MLV”), terminating the At-the-Market Issuance Sales Agreement, dated May 9, 2014 (the “ATM Agreement”), between the Company and MLV. The ATM Agreement established an at-the-market program through which the Company had the right to sell, from time to time and at its sole discretion, shares of its common stock having an aggregate offering price of $8,000,000 through MLV.

The foregoing description of the Termination Agreement is not complete and is subject to, and qualified in its entirety by, the full text of such agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the ATM Agreement is not complete and is subject to, and qualified in its entirety by, reference to the full text of such agreement, a copy of which was filed as Exhibit 10.1 to a Current Report on Form 8-K filed by the Company on May 9, 2014 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
10.1	Termination of At-the-Market Issuance Sales Agreement, datedJune 22, 2014, by and between BSD Medical Corporation and MLV & Co. LLC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BSD MEDICAL CORPORATION
Date:  June 22, 2014
	By:  /s/ William S. Barth
	Name:  William S. Barth
	Title:    Chief Financial Officer

EX-10.1

Exhibit 10.1

BSD MEDICAL CORPORATION

Common Stock

(par value $0.001 per share)

Termination of

At-the-Market Issuance Sales Agreement

MLV & Co. LLC

1251 Avenue of the Americas 41st Floor

New York, New York 10020

Ladies and Gentlemen:

BSD Medical Corporation, a Delaware corporation (the “Company”), and MLV & Co. LLC (“MLV”) are parties to that certain At-the-Market Issuance Sales Agreement (the “Agreement”) dated May 9, 2014.  Pursuant to Sections 13(b) and 13(c) of the Agreement, either the Company or MLV have the right, by giving ten (10) days notice, to terminate the Agreement in its sole discretion at any time after the date of the Agreement.  Any such termination shall be without liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial) and Section 19 (Consent to Jurisdiction) of the Agreement shall remain in full force and effect notwithstanding such termination.  Both the Company and MLV wish to terminate the Agreement.

The Company and MLV hereby agree that, effective as of June 22, 2014, the Agreement is terminated and that any such termination shall be without liability of any party to any other party except that the provisions of Section 9 (Payment of Expenses), Section 11 (Indemnification and Contribution), Section 12 (Representations and Agreements to Survive Delivery), Section 18 (Governing Law and Time; Waiver of Jury Trial), and Section 19 (Consent to Jurisdiction) of the Agreement shall remain in full force and effect notwithstanding the termination of the Agreement as set forth herein.  Further, each of the Company and MLV waive any requirement that notice be given in connection with the termination of the Agreement as set forth herein.

This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed signature page by one party to the other may be made by facsimile or electronic transmission.

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If the foregoing correctly sets forth the understanding between the Company and MLV, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and MLV.

Very truly yours,

BSD MEDICAL CORPORATION

By: /s/ William S. Barth

Name:  William S. Barth

Title:  Chief Financial Officer

ACCEPTED and effective as of the date      written above:

MLV & CO. LLC

By: /s/ Dean Colucci

Name:  Dean Colucci

Title:  President